Takoma Academy

Bylaws Sub-committee

Report of Material Changes to TA’s Constitution and Bylaws

July 22, 2015

Format

Cover page

Table of contents

Left margin numbers

Combined existing Constitution and Bylaws into one document per Conference Bylaws

Committee action.

Rearranging of Articles

Articles were reorganized to accommodate merging of existing documents

- Example 1: New Bylaws Article I (includes Article I, II and III from current

Constitution)

- Example 2: New Bylaws Article II (includes Article I, II, III and IV from

current Bylaws)

Key Changes

Qualifications of Board Members (Article II, Section 2). A detailed list of skills and

expertise was added to ensure a wider range of competencies in board members.

Membership of School Board – Voting and Non-voting (Article II, Section 3).

Membership is reduced from 30 to 23 members. Also, language is added to ensure a

wider community representation.

Expectations of Voting Board Members (Article II, Section 4)

Delegated Authority, including Responsibilities of the Board (Article II, Section 6)

Duties and Responsibilities of the Principal (Article II, Section 7)

Article III – Meetings. Becomes an article of its own and includes new section on

electronic and phone voting.

Article IV – Committees. Becomes an article of its own and includes description of

added standing committees.

Article V – Amendments. Entire document may be amended at any regular Constituency

Meeting.

Board Member Agreement. Added to end of document. Board members will be required

to sign.

In Summary, major changes to these Bylaws focus on:

1. Recruiting of board members for specific competencies that would help support TA’s

growth is more specific.

2. Adjusting the board’s membership size from 30 to 23 voting members

3. Adjusting the board’s membership structure to ensure that over 50% of the board

membership are members from different communities with specific qualifications

4. Specific expectations of voting board members

5. Added Board Member Agreement

6. Better understanding of the duties and responsibilities of the Principal/CEO

7. Better understanding of the responsibilities of the school board

Potomac

Conference Corporation of Seventh-day Adventists

Constitution and Bylaws of Takoma Academy

Draft, July 29, 2015

TABLE OF CONTENTS

I. Name, Identification, Objectives 1

1. Name ................................................................................................................................................. 1 2. Identification ..................................................................................................................................... 1 3. Objectives 1

II. Governing Bodies, Officers 1 1. Governing Body 1 2. Board Member Qualifications 1 3. School Board Members 1 4. Expectations of Voting Board Members 3 5. Officers 3 6. Delegated Authority and Responsibilities of the Board 3 7. Duties and Responsibilities of the Principal/CEO 4 8. Duties and Responsibilities of the Secretary of the Board 7

III. Meetings 7 1. Meetings 7 2. Quorum 7 3. Minutes 7 4. Voting 7 5. E-mail and Phone Voting 7

IV. Committees 8 1. Standing Committees 8 2. Other Committees 9

V. Amendments 9 Appendix 1 10

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CONSTITUTION & BYLAWS 1 TAKOMA ACADEMY 2

3 4

ARTICLE I – NAME, IDENTIFICATION, OBJECTIVES 5 6 Section 1: Name. The name of this institution is Takoma Academy. 7 8 Section 2: Identification. Takoma Academy is owned and operated by the Potomac Conference 9 Corporation of Seventh-day Adventists. It is located and its principal business is transacted at 8120 10 Carroll Avenue, Takoma Park, Maryland 20912 in the Montgomery County. The constituency of 11 Takoma Academy shall be the same as that of the Potomac Conference Corporation of Seventh-day 12 Adventists. 13 14 Section 3: Objectives. Takoma Academy (hereafter referred to as the Academy) is a Seventh-day 15 Adventist high school welcoming all races, cultures and religions. The purpose and mission of 16 Takoma Academy is to lead young people to Jesus Christ, provide excellence in academics and a 17 commitment to service. In harmony with the purpose and mission is the vision to empower learners 18 for everlasting excellence. 19 20

ARTICLE II – GOVERNING BODY, OFFICERS 21 22

Section 1: Governing Body. The School Board shall be the governing body of this institution. 23 24 Section 2: Board Member Qualifications. All voting members of the board shall be members of 25 the Seventh-day Adventist Church in regular standing. In selecting board members, the following 26 shall be considered: 27 28

A. Educational leadership 29 B. Financial 30 C. Fund Raising/Development 31 D. Legal 32 E. Marketing/Communication 33 F. Spiritual Leadership 34 G. Technology 35 H. Parents 36 I. Ethnicity 37 J. Gender 38 K. Alumnus 39 L. Age 40 M. Strong business experienced background 41

42 Section 3: School Board Members. The school board membership shall consist of seventeen (17) 43

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members selected for their professional and spiritual qualifications (necessary for long-term 1 visioning), and for their sustainability decision-making skill (required for the Academy’s on-going 2 success), with the majority being lay members not employed by the Potomac Conference 3 Corporation of Seventh-day Adventists. 4 5

A. Election. The voting delegates of the Potomac Conference Corporation shall elect these 6 board members at its regular constituency meeting. The nominating committee of the 7 Potomac Conference Corporation shall nominate these members. 8

9 1. Of the elected voting members, no more than three (3) school board members shall 10

have children attending the academy. 11 12

2. Of the elected voting members, no spouses, parents, siblings, or immediate relatives of 13 staff members of academy personnel shall serve as a school board member. 14

15 3. Of the elected voting members, no more than three (3) school board members from any 16

one community shall be members of this school board. 17 18

B. Ex Officio Members. The board shall also have six (6) ex officio members as follows: 19 Potomac Conference Corporation President, Potomac Conference Corporation Vice 20 President for Administration, Potomac Conference Corporation Vice President for Finance 21 and Potomac Conference Corporation Vice President for Education, Columbia Union 22 Conference Vice President for Education or his/her designee and Academy Principal. 23

24 C. Tenure. School board members, after being duly elected, shall serve until their successors are 25

duly elected by the next Potomac Conference Corporation Constituency Meeting. 26 27

D. Attendance. Board members, other than ex officio members, missing more than fifty (50) 28 percent of board meetings in a twelve-month (12) period may be subject to replacement. 29

30 E. Vacancies. Filling of school board member vacancies or, if necessary, the removal of a board 31

member shall be recommended to the Potomac Conference Corporation Executive 32 Committee by a two-thirds (2/3) vote of the school board. 33

34 F. Non-voting members. Non-voting members shall include: Academy Vice Principal for 35

Finance, other Academy administration as invited by the principal, a Teacher chosen 36 annually from the faculty, and at least one Potomac Conference Corporation Pastor. The 37 Board may elect to also invite others to participate in the meetings as deemed valuable to the 38 operation of the Academy. All non-voting members and invitees are to be members of the 39 Seventh-day Adventist church. Non-voting members and invitees are to be excluded from 40 the executive sessions unless their presence is deemed helpful to the Board for addressing the 41 agenda. A two-thirds (2/3) majority vote of the Board is necessary for extending the 42 invitation(s). 43

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Section 4: Expectations of Voting Board Members. The following expectations shall be required 1 of all voting members: 2 3

A. Board Duties 4 5

1. Attend at least four Board meetings by phone or in person per year. 6 7

2. Review the agenda and supporting materials prior to Board and committee meetings. 8 9

3. Serve on committees and take on special assignments as needed. 10 11

4. Personally contribute financially to Takoma Academy. 12 13

5. Remain informed about Takoma Academy’s mission, services, and policies and 14 promote Takoma Academy within the community. 15 16

6. Suggest nominees and participate in board recruitment. 17 18

7. Support Takoma Academy by representing the organization in the community and 19 with funders. 20 21

B. Board Member Code of Conduct. Every board member shall understand and subscribe to 22 the code of conduct detailed in the Takoma Academy Board Member Agreement (see 23 Appendix 1). Failure to abide by this board member agreement will result in consideration 24 for removal from the board. 25

26 Section 5: Officers. The President of the Potomac Conference Corporation shall be the chairman of 27 the board. The Vice President for Administration of the Potomac Conference Corporation shall be 28 the vice chairman and the Principal/CEO of the Academy shall be the secretary of the school board. 29 30 Section 6: Delegated Authority and Responsibilities of the Board. The school board derives its 31 authority from the Potomac Conference Corporation Board of Education which functions under the 32 direction of the Potomac Conference Corporation Executive Committee. Its responsibilities include 33 but are not limited to: 34 35

A. Determine the needs of Takoma Academy in order to develop and carry out effective policies 36 and programs that will address those needs, such as: 37 38

1. Establishing, monitoring and engaging in on-going development of essential school 39 standards for sustainable operations. 40 41

2. Establishing, monitoring and engaging in on-going development of essential school 42 academic standards for student outcomes. 43

4

3. Establishing, monitoring and engaging in the development of school regulations and 1 procedures for student safety. 2

3 4. Establishing and monitoring student academic assessments, admissions standards, 4

teacher professional training and assessments and school programming to insure 5 optimal potential for student academic and spiritual development. 6

7 B. To carry out the actions assigned by the Potomac Conference Corporation constituency, 8

Potomac Conference Corporation Executive Committee and the Potomac Conference 9 Corporation Board of Education. 10 11

C. To hold an executive session of the board at each regularly scheduled board meeting. These 12 sessions are to allow board members the opportunity to address potentially sensitive issues 13 (e.g., personnel issues, overall school performance and health, etc.) in a confidential 14 environment. These sessions should negate the need for a standing Personnel Committee, as 15 well as facilitate transparent and supportive dialogue among board members, the principal, 16 and conference administration. 17

18 D. To recommend by majority vote the employment status of the principal and all staff 19

members. Such recommendations are to be made to the Potomac Conference Corporation 20 Board of Education, and will be done at the Board’s discretion or when required by policy. It 21 is expected that the Board will give significant weight to the Principal/CEO’s 22 recommendations when making staffing decisions, particularly in light of the substantial 23 staffing authority/responsibilities of the Principal/CEO outlined in Section 8, C, below. The 24 Board’s recommendations are to be made in accordance with the policies of the Potomac 25 Conference Corporation Board of Education, the Columbia Union Conference Education 26 Code, and North American Division educational policy. As with all employees of the 27 Potomac Conference Corporation, final employment authority is held by the Potomac 28 Conference Corporation Board of Education. 29 30

E. The board shall provide the principal with an annual job performance review at a meeting to 31 be held no later than February each year. At this same meeting, the board will review and 32 approve the Principal’s strategic plans for the future of the school. 33 34

Section 7: Duties and Responsibilities of the Principal/CEO. The duties and responsibilities of 35 the principal/CEO shall include the following: 36 37

A. Spiritual Leadership 38 39

1. Be a biblical servant leader. While maturing their own spiritual journey through the 40 implementation of a spiritual growth plan, the principal prayerfully seeks the 41 guidance of the Holy Spirit to be present in all matters and decisions. As the spiritual 42 leader of the school, the principal lives a life above reproach and establishes the 43

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spiritual climate that provides for the intentional discipling of each student. The 1 Potomac Conference Corporation Baseline document for educators outlines the 2 minimal requirement for employment. All Potomac Conference Corporation 3 employees are expected to sign this document. 4 5

2. Serve the faculty and staff in their spiritual journey so they in turn are able to mentor 6 the spiritual growth and engagement of their students in Seventh-day Adventist 7 Mission. 8 9

3. Direct the culture on campus through a well-planned discipline philosophy that 10 develops in students’ personal management and responsible citizenship 11 accountability. 12 13

4. Assure that there is a balanced development of the whole person and that all 14 components of the school are aligned with healthy spiritual growth. 15 16

5. Assure students are afforded the opportunity to participate in witnessing and service 17 to fellow students, faculty, church community, and the community at large. 18 19

6. Establish a partnership in ministry with the constituent pastoral team that will 20 strengthen the spiritual effectiveness of the school’s witness. 21 22

7. Develop a school wide strategic plan for the spiritual development of each student. 23 24

B. Academic Leadership 25 26

1. Establish a well-defined strategic plan that results in academic success for each 27 learner. 28 29

2. Direct the instructional program through teacher supervision and evaluations, 30 collaborative professional development, and curriculum training and 31 implementation. 32 33

3. Organize and oversee the planning of the yearly calendar as well as the day-to-day 34 instructional operations for optimal learning outcomes. 35 36

4. Establish a systematic review of longitudinal, standardized and formative 37 assessments of student achievement in order to drive effective instructional planning 38 and academic validity. 39 40

C. Leadership in Organizational Management 41 42

1. Be responsible to the Academy School Board and collaborate with the Potomac 43

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Conference Corporation Vice President for Education in the implementation of the 1 Academy’s mission, vision and strategic plan as well as the management of the entire 2 school program within the policies established by the North American Division 3 Department of Education, Columbia Union Department of Education, and Potomac 4 Conference Corporation Board of Education. 5 6

2. All employees of Takoma Academy are recommended for hiring or termination by 7 vote of the School Board, with final authority lying with the Potomac Conference 8 Corporation Board of Education. However, as Chief Executive Officer, the Principal 9 is expected to take substantial initiative in the hiring and termination processes. This 10 includes leading the formulation of staffing requirements to fulfill the school’s 11 mission, the selecting and vetting of candidates for employment, and making staffing 12 recommendations to the School Board. The Principal’s personnel recommendations 13 to the Academy Board shall be made after consultation with the Vice President for 14 Education of the Potomac Conference Corporation. 15 16

3. Assist the faculty, school board, Potomac Conference Corporation and North 17 American Division with the collection and interpretation of data to use in the 18 formulation of plans for school growth and sustainability. 19 20

4. Establish an effective, consistent, and responsive school management plan with clear 21 lines of responsibility and communication. 22 23

5. Provide leadership in the development and application of policies and guidelines as 24 approved by appropriate committees. 25 26

6. Ensure that all faculty, staff, and volunteers are in-serviced in Shield the Vulnerable 27 and other appropriate safety protocols and adhere to all policy guidelines that govern 28 adult interaction with students. 29 30

7. Maintain permanent student records according to policy guidelines. 31 32

8. Be responsible to the School Board and the Financial Management Committee to 33 ensure wise fiscal management of the school for sustained excellence by exercising 34 sound fiscal practices as guided by the local, conference, and union governance 35 procedures. 36 37

9. Oversee the management of all school property, assets and acquisitions. 38 39

10. Ensure annual revisions of school policies and the updating of student and employee 40 handbooks. 41

42 43

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Section 8: Duties and Responsibilities of the Secretary of the Board. The duties and 1 responsibilities of the secretary of the school board are: 2 3

A. To keep a full and complete record of the proceedings of all meetings of the board and its 4 sub-committees and to send promptly to the members the minutes of these meetings. 5 6

B. Prepare and distribute the agenda for the meeting as well as any other pertinent 7 documentation in collaboration with the board chair, academy principal and vice president 8 for education, prior to the next duly called meeting, providing adequate time for members to 9 prepare. 10 11

C. To perform such duties as normally are required by the school board. 12 13

ARTICLE III – MEETINGS 14 15

Section 1: Meetings. Regular meetings of the school board shall be held at least five (5) times a 16 year. Meetings may be attended in person or via teleconferencing. The time and place shall be at the 17 discretion of the board chair (or by the vice chair officiating during the absence of the chair) and the 18 board. 19 20

A. Special Meetings. The chairperson or, in his/her absence or disability, the vice chairperson, 21 shall call a meeting upon the written request of five (5) or more members of the board. Board 22 members shall be notified of any special board meetings by the chairperson or designee. All 23 actions taken are to be summarized in minutes and ratified during the next regularly scheduled 24 meeting. 25

26 Section 2: Quorum. A quorum shall consist of a simple majority of the School Board voting 27 members, including ex-officio. 28 29 Section 3: Minutes. All actions of the school board and sub-committee(s) shall be archived as 30 permanent records. The minutes shall be kept on file at the Academy. Every board member shall 31 receive a copy of the minutes of the board and its formed sub-committees. Executive Session 32 minutes of the school board shall be distributed and collected at the next meeting in executive 33 session. 34 35 Section 4: Voting. The board shall use the most recent edition of the General Conference Rules of 36 Order for conducting meetings. 37 38 Section 5: E-mail and Phone Voting. Provision is made to allow the chairman to call for phone or 39 e-mail voting within the following stipulations: 40 41

A. The chair of the academy board must authorize the phone or e-mail vote. 42 43

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B. For phone vote: 1 2

1. All members must be alerted of the meeting. 3 4

2. There must be a quorum. 5 6

3. For an item to pass there must be a simple majority. 7 8

4. The votes are to be ratified at the next duly called Board meeting and entered into the 9 minutes. 10

11 C. For e-mail vote: 12

13 1. Written explanation for the need of the e-mail vote shall be given to all members. 14

15 2. A time frame is to be provided for voting. 16

17 3. There must be a quorum of voters that respond for an item to pass. 18

19 4. The vote must be unanimous for an item to pass. 20

21 5. The item(s) must be routine or within established voted policies of the organization. 22

23 6. The vote is to be ratified at the next duly called board meeting and entered into the 24

minutes. 25 26

7. Personnel, change of policy, or other controversial items are not to be conducted by 27 e-mail, unless the hiring of personnel have been properly discussed and 28 recommended by their respective subcommittees. 29 30

ARTICLE IV – COMMITTEES 31 32

Section 1: Standing Committees. The following standing committees shall be appointed by the 33 School Board to fulfill the following responsibilities: 34 35

A. Finance Committee. The role of the finance committee is primarily to provide financial 36 oversight for the academy. Tasks include budgeting and financial planning, financial 37 reporting, and the creation and monitoring of internal controls and accountability policies. 38 The chair shall be the Potomac Conference Corporation Vice President for Finance or his/her 39 designee. 40 41

B. Personnel Committee. The role of the personnel committee is to review all personnel needs 42 for the academy. The personnel committee is to make recommendations to the school board 43

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for interviewing procedures, policies and the hiring of faculty and staff. 1 2

C. Safety and Facilities Committee. The role of the safety and facilities committee is to monitor 3 a comprehensive maintenance program/schedule and evaluate the safety and security of the 4 campus buildings and grounds. The safety and facilities committee is to submit to the board 5 and local conference the annual safety and security audit. 6

7 Section 2: Other Committees. The board shall have full authority to appoint committees and 8 subcommittees as deemed necessary. The membership of each committee is to be appointed by the 9 board. Each committee shall have and may exercise the authority of the board to the extent provided 10 in the resolution of the board designating or appointing said committee or the Constitution and 11 Bylaws of Takoma Academy. 12 13

ARTICLE V–AMENDMENTS 14 15

These Constitution and Bylaws may be amended at any regular Constituency meeting of the 16 Potomac Conference Corporation by a two-thirds (2/3) vote of the delegates present and voting. 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43

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Appendix I 1 2

TAKOMA ACADEMY BOARD MEMBER AGREEMENT 3 4

As a board member, I agree to: 5 6

1. Act with honesty and integrity. 7 8

2. Support in a positive manner all actions taken by board even when I am in a minority position on 9 such actions. I recognize that decisions of the board can be made only by a majority vote at a 10 board meeting and I will respect the majority decisions of the board. 11 12

3. Participate in (1) annual strategic planning events, (2) board development workshops, seminars, 13 and other educational events that enhance my skills as a board member. 14 15

4. Maintain confidentiality where appropriate. 16 17

5. Exercise my authority as a board member only when acting in a meeting with the full board or 18 when appointed by the board. 19 20

6. Work with and respect my peers who serve this board. 21 22

7. Always act for the good of the Academy and represent the interests of all people served by this 23 Academy. 24 25

8. Represent the Academy in a supportive manner at all times. 26 27

9. Observe the parliamentary procedures and display courteous conduct in all board and committee 28 meetings. 29 30

10. Refrain from intruding on TA’s administrative issues that are the responsibility of school 31 administration. 32 33

11. Avoid acting in a way that represents a conflict of interest between my position as a board 34 member and my personal or professional life, even if those actions appear to provide a benefit 35 for the Academy. This includes using my position for the advantage of my friends and business 36 associates. If such a conflict does arise, I will declare that conflict before the board and refrain 37 from voting on matters in which I have a conflict. 38 39

I will abide by this board member agreement. 40 41

_________________________________ ________________________________ 42 Signature Date Printed Name 43